SEC Form 4/A · accession 0001209191-15-059083
HUDSON VALLEY HOLDING CORP · HVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Stephen R Brown
Officer — President & CEO · Director
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 6:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000722256
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 30, 2015 | D | 146,588 | — | D | 0 | D | |
| Common StockF2 | Jun 30, 2015 | D | 2,433 | — | D | 0 | I | by IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right-to-Buy)F4,F3 | $23.73 | Jun 30, 2015 | D | 6,868 | D | — | Feb 7, 2016 | Common Stock | 6,868 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 281,448 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the average of the closing sales price of Sterling Bancorp common stock on the New York Stock Exchange for the five trading days ending on the day preceding the closing date of the merger (the "Market Value of Sterling Common Stock")) and cash of $14.13 in lieu of a fractional share of Sterling Bancorp common stock.
- F2Disposed of pursuant to the Merger Agreement in exchange for 4,671 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $5.30 in lieu of a fractional share of Sterling Bancorp common stock.
- F3Options became exercisable at 20% per year over 5 years, beginning on the date of the original grant of 02/07/2006. Accordingly, all options are presently exercisable.
- F4Cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Issuer common stock subject to the option multiplied by (ii) the excess, if any, of $28.251 (which is the product of (a) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock multiplied by (b) the Market Value of Sterling Common Stock) over the exercise price per share of Issuer common stock underlying such option.
Remarks
This amendment to the originally filed Form 4 is being made to correct the footnote descriptions of the market value of Sterling Bancorp Common Stock on the effective date of the merger and the amount of cash in lieu of a fractional share of Sterling Bancorp common stock. This amendment also makes minor revisions to the language in footnote (4).